The Retro Omnitrix
by Shrouded Sponge Ninja
Summary: Ben meets up with someone who also has an Omnitrix, will they work together to beat Vilgax, or does Vilgax have a new minion? R&R please.
1. Chapter 1

A/N: I don't own anything part of Ben 10, but the OC, and his aliens are mine. Also, please don't get mad if I miss up on some of the names.

**The Retro Omnitrix**

By: Shrouded Sponge Ninja

In outer space, orbiting the planet Earth, Vilgax is observing some scanners in his ship, when one of his robotic minions comes in.

"What is the status on the other scanners?" Vilgax questions the robotic alien.

"They haven't picked up any activity from the Omnitrix." The robot alien reports.

"Damn that human boy!" Vilgax slams his fist down on the scanner, almost breaking it.

"Lord, if I can make a suggestion…"

Vilgax looks at the robotic minion with rather angry eyes, making the minion nervous.

"M-Maybe we should cause some kind of a commotion to draw him out?"

Vilgax thinks for a little bit.

"That may just work, scan the land mass the boy was last on for the most quiet and none active area." Vilgax orders.

"Yes lord, it may take some time to…"

"Do it now." Vilgax says in a calm but demanding voice.

"I-I'll get everyone to start them up." The minion says, running out of the room.

"This search is getting so tiresome." Vilgax says to himself, rubbing his forehead.

On planet Earth, nothing much is happening, Grandpa Max is driving the RV, Gwen is on the computer, and Ben is bored out of his mind.

"There's nothing to do, no bad guys, no Vilgax, no nothing." Ben says.

"Come on Ben, I thought you'd appreciate having this time away from all that fighting." Max says to Ben.

"I would've, if we weren't spending it in the most boring state in America."

"Now don't be saying that to a state you've never been to, who knows what you might do in Kansas."

"Not much, I've been look on the internet for stuff to do in Kansas for hours, and look at the results."

Gwen turns the laptop so it's facing Max and Ben; it only has two sites on it.

"And both of these places are no where near where we are." Gwen finishes up.

"Well we're here, and we can't really turn back." Grandpa Max looks up ahead and sees some buildings in the distance.

"Good, we'll stop here for some gas."

"Finally, I get to stretch out my legs." Ben says.

They start to pull into town; it would have been a ghost town if they didn't see a couple of people walking on the side walk. Max found the gas station and pulled in, then everyone hoped out of the RV. Max filled up the van and he and Gwen started to go into the gas station.

"Gwen and Iare going inside to get some snacks and drinks, you coming?" Grandpa asks Ben.

"Na, I'll just stay out here and stretch my limbs." He replies wail stretching his arms.

"Fine, don't cause any trouble dork." Gwen called out before she walks in the building.

"How can I cause trouble in a town this small?" Ben asks himself.

Ben starts to walk around the RV, wondering what's taking Grandpa and Gwen so long, then a kid, around twelve years old, shows up across the street. He was riding a blue BMX bike, he had dark blond hair, it was a little grease, and mated down. He also had on a long sleeve shirt that was white with a shuriken shape on the back of it, and denim jeans on. The kid was staring at the Omnitrix as he was riding the bike, which was stupid because he ran into a garbage can and flew into a little ally way, Ben starts to laugh.

"Ha ha ha, this trip is turning out beater then I thought it would." Ben says to himself.

"You ready to go Ben?" Grandpa asks, finally coming out of the station with Gwen.

"Sure." Ben replies.

They all get back into the RV and head off. They don't get too far from the station before a familiar space craft lands in front of them. The door of the craft opens, and Volcanis walks out.

"Him again? What could he be here for?" Gwen asks.

"I don't know, but let's see if he remembers me" Ben says as he activated the Omnitrix.

A flash of green light emits from the RV, and Four Arms comes out and headed toward Volcanis.

"What're you doing back here?" Four Arms asks Volcanis.

"You, this must be my lucky day. First I get busted out of prison, and now I'm going to get a far amount of cash to."

Volcanis charges in and punches Four Arms in the jaw, it sends him back a little, but he rubs it off. Then Four Arms charges at Volcanis, picks him up, and throws him a good distance down the street.

Back in the ally way, the kid finally starts to get up, only to see two large bulking aliens ducking it out in the street.

"So, I was right about that kid across the street." He says to himself.

Then he starts to hear a voice, in his head.

"I think it's time for you to let me out." The voice says.

"No, I said I'd never let you out again and I meant it."

"Come on, we could help that kid with that big guy."

"I said no, the kid's got it covered anyways."

But after he said that, Volcanis picks up the RV, and throws it at Four Arms. He dodges is, but it starts to heading straight for the gas station.

"Oh no, if that hits the gas station…"

"It'll take a big chunk out of this little town, killing several innocent people." The voice says.

"Damn it." The kid cursed to himself.

Back to the fight, Grandpa Max also sees what's about to happen.

"Ben, get the RV before it crashes into the station!" Max yells out to Four Arms.

"Got it." Cries out Four Arms.

He starts to run after the RV, but then is pinned down by Volcanis. Even if he managed to get him off, it would be too late.

Suddenly, somewhat instantly, the RV stops in mid-air. There's the sound of wings flapping, and the RV is set down. Something walked out from in front of the van, it looked like a dragon with black skin, white abs, shining silver claws, four large, red, sail like wings, a long tail with white rings on it, sharp, menacing teeth, and a silver, almost helmet like plate on its head. As it walked out, it let out a loud thunderous roar.

"What is that?" Volcanis says to himself, quit dumbfounded.

Four Arms took this opportunity to strike, and flung Volcanis back near his ship. Volcanis, not wanting to fight the dragon thing, got back on his ship, and left in a blink of an eye.

"Hey, I'm not sure if you can understand me, but thank…"

It was just them Four Arms noticed something else about the thing. On its left shoulder, it had the same circle thing that he did. When Four Arms found this out, the thing started to leave.

"WAIT, why do you…"

Before Four Arms could finish, his circle thing starts to beep.

"Oh, just my luck."

There's a flash of read light, and Ben is standing where Four Arms was, and then the dragon thing takes off.

"You all right Ben?" Gwen asks.

"Sure, but we have to fallow that dragon thing."

"Why do we have to fallow it?" Grandpa asks Ben.

"That thing had the same circle thing that all my aliens have." Ben replies.

"Are you sure about that Ben?" Max asks again.

"I'm positive."

"Then we should probable get going."

Grandpa Max turns to see the RV pretty beat up.

"After we find a mechanic to fix the RV."

Back in outer space, in Vilgax's ship, Volcanis was chained up to a wall, and Vilgax was… asking him some questions.

"Why didn't you retrieve the Omnitrix?" Vilgax asks in a calm but serious tone of voice.

"I almost had it, but then this fling thing came and…"

"And then you ran like a coward."

Vilgax gives a signal with his fingers, and a high volt of electricity is sent through the chains and into Volcanis. He starts to scream in pain, when a minion comes.

"Lord Vilgax!"

"What is it; I'm busy punishing this coward."

"Lord, when Volcanis was leaving, the sensors pick up, what seems to be another Omnitrix."

"What?"

"And after the fight, it left the area for a short time, and then circled back."

Vilgax looks at Volcanis and remembers him saying something about a strange fling creature.

"Volcanis, did that thing you ran from had red sail like wings and a tail with white rings on it?' Vilgax asks.

"Yes, it had four of those wings." Volcanis replies.

Vilgax just stands there, then he starts to laugh quietly to himself, then he starts to laugh out loud. He gives another sign, Volcanis braces himself, but instead of a shock, he was released from his chains.

"This is turning out to be my lucky day." Vilgax snickers to himself.

**Next time:** The other Omnitrix is reviled, who is the wearer, and why does he refuse to use it, find out next time.


	2. Chapter 2

A/N: I don't own anything partly or completely related to Ben 10, but the OC and his aliens are original ideas. Not much is going to happen in this chapter, it basically an intro to the OC.

Sorry it took so long; the doc man wasn't working right.

**Encounter**

Ben, Grandpa Max, and Gwen are stuck in a hotel in a small town in Kansas until the RV gets fixed, Ben is very frustrated.

"This is so dumb, that guy is probably miles away by now." Ben says, falling into the bed.

"Now don't get too down about it, we'll probably see that thing again." Max says.

"Yah Ben, you usually are a magnet for the weird." Gwen says.

Gwen was expecting a snappy come back, but Ben just laid there, in deep thought.

"_Was that another person with an Omnitrix, or maybe it was just another alien."_ Ben thought to himself, slowly going off to sleep.

In the middle of the night, wail everyone was asleep, Ben was having a nightmare. He is in a crowded place, a large silhouetted figure was terrorizing the people, Ben wants to help, but the Omnitrix isn't working. Then, the figure turns to Ben and charger, he keeps on trying to make the Omnitrix work, but it was helpless. Before Ben was hit by the thing, he woke up.

He is breathing deeply, sweating cold sweat, he is relived to know it was just a dream. He tries to go back to sleep, but hears what sounded like giant wings flapping.

Ben looks outside through the wind; he is surprised to see the dragon thing fly right in between two buildings right next to him. Ben quietly gets out of bed, puts his shoes on, and head outside to where it landed.

He peaked into the ally way, it was the dragon thing alright; it looked like it was waiting for something. A few seconds later, Ben hared a beeping noise, and a flash of green light came out of the ally. He had to shield his eyes since the light was so bright, when the light faded; the kid that was on the bike was standing where the dragon was. The kid didn't see Ben until he turned around.

"So, you saw me change back didn't you?" The kid asked.

Ben nodes his head yes.

"I see, so you also know that I have one of those things to." The kid pulls up his right shirt sleeve to reveal a white and green Omnitrix.

"Hey, how come your watch has different colors then mine?" Ben asked the kid.

"I don't know why they're different; I don't even know what it's called."

"It's called an Omnitrix."

"How did you know that?"

"I've been haunted down by an evil alien named Vilgax ever since I got this."

The kid was interested.

"How long have you had that Omnitrix?" The kid asked.

"Ever since the summer started, I had so much fun with this." Ben replied.

"Fun?"

"Yah, saving the day, kicking bad guy butt."

Ben all of a sudden gets an idea in his brain.

"You should come with us, help me kick bad guy butt all over America. That is, if it's okay with your parents."

Ben stops talking, the kid looks like he was having a flashback, and then he finally came back to reality.

"Sorry, I have no interest in fighting, especially with that dragon thing." The kid says looking at his watch, and then he starts to walk out of the ally.

"What, why not?" Ben asked.

The kid paused, and then turns back to Ben.

"What's your name kid?"

"Ben, and what's your name?"

"Chad."

The kid named Chad walks to the ally ways opening, stops, and look over his shoulder.

"Have you ever lost control?" Chad asked.

"What?"

"I'll be hoping that you never lose control of your four armed thing."

And with that, Chad walked away.

"Ok, that was weirder then usual." Ben says to himself.

Ben heads back to the hotel room, only to find Grandpa Max and Gwen sitting and waiting for him.

"Where did you run off to?" Gwen asks.

"I saw that dragon thing again, it turns out that it was another person with watch." Ben says.

"Did you find out anything about him?" Grandpa asks.

"I only found out that his name is Chad, and that his watch was white instead of black like mine."

"I told you you're a weirdo magnet." Gwen says with a grin.

"Tell me about it, I asked him if he would like to come and fight bad guys with us. Then he says that he wanted nothing to do with aliens, even the ones in his watch."

Grandpa Max thinks about what Ben said, then gets back to bed.

"Come on you two, let's try to get some sleep; we're going to leave tomorrow." He tells Ben and Gwen.

They all go back to sleep, but at the same time, on the other side of the town, Chad was sitting next to his bike, looking at a picture of what look like a happy family of a mom, dad, and a daughter and son. As Chad looked at the picture, tears start to roll down the side of his face, and then he looks at the Omnitrix on his wrist.

"Damn you." He curses the watch, and then falls asleep.

A/N: I'm not going to have any more of those next time things; I'll just keep the next part a secret from all of you, Muhahahahaha.


	3. Chapter 3

A/N: I don't own anything partly or completely related to Ben 10, but the OC and his aliens are original ideas.

Soooooo sorry it took so long to get this up; I kind of crashed for a bit.

**Decisions**

Ben, Gwen, and Grandpa Max are on the road again, and Ben is deep in thought about last night, Grandpa Max notices this, and decides to see what's wrong.

"Is something wrong sport?" Max asks.

"Na, just wondering why that Chad guy wouldn't want to come with us." Ben replies.

"Well, I'm sure that he had his reasons, so no use crying about it now, best to just keep going."

Ben lays back and puts he hands behind his head, trying to relax.

"I guess, besides, this means more spot light for me." Ben says with a menacing grin.

"You are such a self centered knot head." Gwen says.

"What?! Since when is fight crime and saving the day being self centered?"

"Saving the day, more like making it acquired."

"Big Head!"

"Dork!"

"Come on you two, it's bad luck to enter a new state in a bad mood." Max says, trying to stop the fight.

"Wha…We're finally out off Kansas?!" Gwen and Ben ask.

"Almost, take a look outside."

Sure enough there were cars in every lane, almost bumper to bumper, a toll both a little ways up, and a big sign on the other side that says, "Welcome to Missouri".

"About time we get out of the boredom hole." Ben says

"I actually agree with Ben on this one." Gwen replies.

Then, there's a loud rumbling sound coming from outside. When Ben and Gwen take a look, two punk bickers zoom past them. Then the bikers bash the coin catchers, and bash through the blocks. This of course, made Ben smirk.

"It's hero time." Ben says, as he slams the watch down, turning him into XLR8.

"Ben, please don't make a big scene." Grandpa Max asks XLR8.

"Oh pleasse, how do you think you're talking to?" XLR8 says, and then disappears in a flash.

* * *

Up in space, in Vilgax's ship, an alarm starts to sound, and Vilgax is sitting nicely in his chair, as a robot minion approaches.

"Lord Vilgax, the Omnitrix has just been activated." The minion says.

"Where is the boy now?" Vilgax asks.

"Well, he is at the boarder of two regions, should he attempt to retrieve the Omnitrix now?"

"No, every attempt we've tried when it was active and functional has been a failure, which direction is was he heading?"

"Due East sir."

"Then send Volcanis to the closet town to them from that direction, tell him to draw attention to himself, and when he finds the boy, grab him and take him here immediately."

"Yes my lord, as you command." With that, the minion leaves, and Vilgax sets back in his chair, with a little grin on his face.

"I have a good filling about today." He says to himself, chuckling a little.

* * *

Back on Earth, Ben and the rest are back on the road, and Ben hasn't changed back yet.

"That was almost too fast that time; I should taken my sweat time with those punks." XLR8 says to himself.

"Relax Ben, you did what I told you to do, and you got the job done, you should be glade." Grandpa Max says to him.

"We're just luck to have gotten through with lizard boy in the back here." Gwen puts in.

"Hey, I can't control how long I stay Hero, and so what if that toll both guy say…" Before XLR8 could finish the sentence, Volcanis' ship flew low over head, and straight for the town.

"Him again, he doesn't know when to quit." XLR8 says.

"You go on ahead Ben, we'll catch up." Max says.

"Got it." XLR8 says, as he hops out of the RV and zooms of to the town.

* * *

Back in Kansas, Chad is at the store looking for some food to eat, when the news comes on.

"This just in, at about 12:00 mid day at the state boarder toll both, a couple of bikers vandalized government property, they where apprehended, but no one knows "who" actual apprehended them." The news anchor walks towards the toll both guy.

"Sir, do you know who put the bikers in custody?" She asks the man.

"No I don't, one second they where on the other side, next the have bruises and are all tied up."

Chad almost has his mouth hung open in shock.

"**Do you think it could be that Ben kid we meet?"** Asks the voice in Chad's head.

"It could be, but why would it matter to us, I mean you?" Chad asks the voice quietly.

"**I don't know, I just have a feeling about him, he might unlock something deep inside you."**

"Oh shut up, I'm going." Chad says as he starts to walk out the door, when the news flashes on again.

"This is an urgent news bulletin! Just now, an Unidentified Flying Object has landed in a town in Missouri; it is believed to be the same one that landed in a small Kansas town a day ago. Hold on…I'm being told that we have life video footage of this event right now; let's see if we can bring it up."

The news anchor despairs, and footage of Volcanis throwing cars and stuff around comes on, then supposedly out of nowhere, XLR8 comes and kicks him in the head, then the camera goes blurry. Now Chad defiantly had his mouth wide open, and dropped a few of his things on the floor.

"**It looks like he's having fun; can we join in on the fun?"** The voice asks.

"No, he can handle himself, he doesn't need you, and neither do I." Chad says under his breath.

"**I don't know, we should be changing back pretty soon." **

"How do you figure that?"

"**Well, if it's was 12:00 when he changed, and it's almost 1:00, he should run out of juice soon."**

Chad looked of to the side, thought about what the voice just said

"Even if that's true, you could never fly there in time, you're actually a slow flyer." Chad says to the voice.

"_Who says you have to use that chrome brain to get there?"_ A different, more feminine voice says.

"What, who's that?" Chad asks.

"_Don't worry; just turn the side of the Omnitrix one to the right."_ The feminine voice says.

Chad hesitated, but he did what the voice said to do, and sure enough, a different picture came on the watch.

"What is this?" Chad asks the voice.

"_It's something that well get you to that boy in time."_

Chad wasn't to sure on this, he didn't even know there was another form in the watch, but he had no choice. He walked into an ally, raised his hand and slammed the watch down.

* * *

Back in Missouri, XLR8 was still fighting Volcanis, who was pretty worn out by now.

"All right, I just need to hit him a few more timesss and…" Just then, his beeper starts to go off.

"Ahhh man, I hate that sssound."

There's a flash of green, and Ben is standing there, right in front of Volcanis. Volcanis grins, and starts to walk towards Ben, Ben tries like a mad man to get the Omnitrix to work, but it's out of energy. Then Ben remembers something, this is just like the dream he had in Kansas. Ben covers his head as Volcanis reaches to grab him, but before he could reach him, a blur comes out of nowhere and kicks him of balance. When Volcanis looks to be down for the count, Ben gets up, and looks around for the thing that took Volcanis down. Then a big Fox like thing that was on it's hind legs, that has brown and white fur, and gold glowing bans like Upgrades bans all over it's body.

"Hey Ben, you loss control yet?" The Fox thing asks.

Ben looks shocked at the fox thing.

"Chad, is that you?"

**Next Time:** I know I said I wouldn't do this, but now I well.

Ben and Chad finish the battle with Volcanis, and more secrets are unlocked from the new Omnitrix.

A/N: If you waited for this chapter to be updated. I'm sooo sorry for the wait, and I'm very grateful that you stayed.


End file.
